Joseph P. Gencarella
About Joseph P. Gencarella
Independent director of Washington Trust Bancorp, Inc. since 2022; age 62; CPA and former KPMG audit partner (1985–2021) with deep expertise in public-company audits, SEC/regulatory reporting, internal controls, and risk management across banking and insurance. Currently serves on the Corporation’s and Bank’s boards; nominated to continue service through the 2028 Annual Meeting. Core credentials: audit committee financial expert; extensive accounting and financial reporting experience; governance and risk oversight background.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner | 1985–2021 | Led public and private company audits; SEC/regulatory reporting; internal controls; banking/insurance sector coverage. |
| Rhode Island Public Expenditure Council | Trustee | 2012–2020 | Public policy oversight; fiscal analysis exposure. |
| Providence College President’s Council | Member | 2013–2020 | Institutional advisory role; community engagement. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | No public-company directorships disclosed. |
| Non-profit/academic | See above | 2012–2020; 2013–2020 | RIPEC trustee; Providence College President’s Council member. |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Determined independent under Nasdaq rules. |
| Committee assignments | Audit Committee member; designated “audit committee financial expert.” |
| Committee chair roles | Not a committee chair; Audit Committee chaired by John T. Ruggieri. |
| Lead Independent Director | Role exists; served by the Chair of Nominating Committee per guidelines. |
| Attendance | Each director attended ≥75% of aggregate Board and assigned committee meetings in 2024; all directors attended the 2024 Annual Meeting. |
| Meetings held (2024) | Board: 12; Audit: 9; Compensation: 7; Executive: 1; Nominating: 4. |
| Executive sessions | Conducted at least twice annually by independent directors (Nasdaq requirement). |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $51,000 | Aggregate Board/committee cash retainers earned. |
| Equity grant (RSUs) | $35,034 | Grant-date fair value of 1,360 RSUs awarded June 20, 2024; director grants vest at the earlier of three years, change-in-control, death, or retirement. |
Director compensation structure: retainer-only approach (no meeting fees); standard cash retainers by role include Board member $35,000; Audit Committee member $12,000; Compensation Committee member $6,000; Nominating Committee member $4,000, etc.
Performance Compensation
| Metric/Design | Detail |
|---|---|
| Performance linkage | None for directors; equity grants are time-based RSUs (no performance metrics). |
| RSU grant (2024) | 1,360 RSUs granted on June 20, 2024 with dividend equivalent rights; three-year vesting unless earlier vesting conditions met. |
Other Directorships & Interlocks
| Category | Current | Prior |
|---|---|---|
| Public company boards | Not disclosed | Not disclosed |
| Non-profit/academic boards | RIPEC trustee; Providence College President’s Council | As disclosed above |
| Committee interlocks | None reported involving Compensation Committee and executive officers. |
Expertise & Qualifications
- CPA; audit, accounting, financial reporting, and internal controls specialist.
- Designated audit committee financial expert under SEC rules.
- Sector experience in banking and insurance; SEC/regulatory reporting expertise.
Equity Ownership
| Holder | Common Shares | Vested RSUs | Unvested RSUs | Total | % of Class |
|---|---|---|---|---|---|
| Joseph P. Gencarella (direct/indirect) | 389 (via MidwayFour, LLC; beneficial ownership disclaimed except to pecuniary interest) | 630 | 3,220 | 1,019 | 0.01% |
Stock ownership guidelines: Directors must hold 5× the annual retainer within five years; as of Dec 31, 2024, all executives and directors either met requirements or adhered to retention guidelines (100% of vested grants retained until compliant).
Governance Assessment
- Board effectiveness: Gencarella strengthens audit oversight as a financial expert on a robust Audit Committee that oversees financial reporting, auditor independence, compliance, enterprise risk, and internal audit.
- Independence and engagement: Affirmed independent; attended required meetings, with Board emphasizing executive sessions for independent oversight.
- Compensation alignment: Director pay is modest and balanced between cash and time-based equity, promoting long-term alignment; no performance-based director pay, reducing risk of short-termism.
- Ownership alignment: Holds RSUs and common stock (small percentage of class); subject to director ownership guidelines with retention requirements until compliant.
- Related party exposure: Ordinary-course transactions with directors/officers comply with Regulation O; aggregate extensions of credit were $961,891 at year-end 2024; annual related-party review in place.
- Policies limiting red flags: Hedging prohibited; pledging permitted only with Audit Committee approval; no NEO pledging disclosed. Clawback policy updated for Dodd-Frank Section 954 compliance. Say-on-pay support was strong (93%).
Red flags: None material disclosed specific to Gencarella. Indirect ownership via LLC is disclosed with disclaimers; transactions policies and independence determinations mitigate conflict risk.